Investor
Corporate Governance
Committee
Audit Committee
The membership of the audit committee shall consist of all independent Directors. The audit committee assists the board of directors in fulfilling its oversight of the quality and integrity of the accounting, auditing, reporting, and financial control practices of thecompany.
The operation of the audit committee has the following matters as the major works of the year :
- The adoption of or amendments to the internal control system pursuant to Article 14-1 of the Securities and Exchange Act.
- Assessment of the effectiveness of the internal control system.
- The adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
- Potential conflicts of interests involving directors.
- Material asset or derivatives transactions.
- Material lending funds, endorsements or guarantees.
- Capital funding and stock issuing publicly or privately with the common stock securities in essence.
- Hiring or dismissal of an attesting CPA, or the compensation given thereto.
- Appointment or discharge of financial, accounting, or internal auditing officers.
- Annual financial reports and second quarter financial reports that must be audited and attested by a CPA, which are signed or sealed by the Chairman, managerial officer, and accounting officer.
- Other material events as required by the Company or by the competent authority (including but not limited: Proper expression of the Company’s financial statements).
The operation of audit committee:
- The members of the audit committee of the company: 3 people.
- Periodof the 3rd term：July 18, 2024 to July 17, 2027
- The audit committee convened 4 meetings(A) in 2025. The qualification of the members and their attendance are as below:
| Title | Identity | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) (B/A) | Note |
|---|---|---|---|---|---|---|
| Convener | Independent Director | Wan-Wan Lin | 4 | 0 | 100% | |
| Member | Independent Director | Ta-Sheng Chiu | 4 | 0 | 100% | |
| Member | Independent Director | Shiou-lian Lin | 4 | 0 | 100% |
- Discussion of the cause and resolution of the audit committee:
| Date/Term of the Audit Committee | Contents of motion | Matters listed in Article 14-5 of the Securities and Exchange Act. | Independent director’s opinions or objections | Resolution result | The Company’s handling of the Audit Committee’s opinions |
|---|---|---|---|---|---|
|
The 5th time of the 3rd term 2025.02.25 |
Evaluation of the Effectiveness of the Internal Control System and Statement of Internal Control System for 2024. | ✓ | NA | The matter is approved by all the attendees | Not applicable |
| 2024 annual business report and financial statements. | ✓ | ||||
| 2024 profit distribution plan. | ✓ | ||||
| Appointment and remuneration of CPAs for 2025 financial statements. | ✓ | ||||
| Handling of Comprehensive Credit Facilities Contract annual renewal with the correspondent bank. | |||||
| Signing of Foreign Exchange and Derivative Financial products trading Transactions Contract annual renewal with the correspondent bank. | ✓ | ||||
| Amendment of the “Internal Control System”. | ✓ | ||||
| Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares. | |||||
|
The 6th time of the 3rd term 2025.05.06 |
Financial statements for 2025 Q1. | ✓ | NA | The matter is approved by all the attendees | Not applicable |
| Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares. | |||||
|
The 7th time of the 3rd term 2025.08.05 |
Financial statements for 2025 Q2. | ✓ | NA | The matter is approved by all the attendees | Not applicable |
| Proposal to provide a guarantee for the renewal of bank financing for the China subsidiary, uPC semiconductor Corporation (Shuzhen) limited. | ✓ | ||||
| Handling of Comprehensive Credit Facilities Contract with the correspondent bank. | |||||
| Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares. | |||||
| Payment of the appellate bond for ASUS and Force MOS Technology Co., Lrd. in the second-instance appeal before the U.S. Eastern District Court of Texas. | ✓ | ||||
|
The 8th time of the 3rd term 2025.11.04 |
2026 annual audit plan. | ✓ | NA | The matter is approved by all the attendees | Not applicable |
| Financial statements for 2025 Q3. | ✓ | ||||
| Proposal to replace the financial statement signing auditor in response to internal adjustments at PwC Taiwan. | ✓ | ||||
| Handling of Comprehensive Credit Facilities Contract with the correspondent bank. | |||||
| Make additional investment in Ancora Semiconductors Inc.. | |||||
| Establishment of capital increase record date for employee stock option certificates to be exchanged for new shares. |
Contact for Audit committee include Independent Director E-Mail：Independent_Director@upi-semi.com
Remuneration Committee
The member of remuneration committee consists of three people appointed by the Board of Directors’ resolution, whereas one of them is the convener. The professional qualification and independence of the members comply with the provisions set forth in article 5 and article 6 of guidelines for functions in remuneration committee.
The remuneration committee assists the Board of Directors in establishing and periodically reviewing the annual and long-term performance goals for the directors, and managerial officers of the Company and the policies, systems, standards, and structure for their remuneration.
The operation of Remuneration Committee:
- The members of the remuneration committee of the company: 3 people.
- Period of the 4th term：July 18, 2024 to July 17, 2027
- The compensation committee convened 5 meetings(A) in 2025. The qualification of the members and their attendance are as below：
| Title | Name | Attendance in Person (B) | By Proxy | Attendance Rate (%) (B/A) | Note |
|---|---|---|---|---|---|
| Convener | Ta-Sheng Chiu | 5 | 0 | 100% | |
| Member | Wan-Wan Lin | 5 | 0 | 100% | |
| Member | Shiou-lian Lin | 4 | 1 | 80% |
- Discussion of the cause and resolution of the compensation committee:
| Date/Term of the Remuneration Committee | Contents of motion | Resolution Results |
|---|---|---|
|
The 4th time of the 4th term 2025.02.25 |
Proposal on the distribution of compensation of employees and directors for 2024. | The matter is approved by all the attendees. |
| 1st employee compensation for managers for 2025. | ||
| Proposal on scope of frontline employees | ||
|
The 5th time of the 4th term 2025.4.10 |
Personnel Change for the Production Management Supervisor of the Operation Production Center | The matter is approved by all the attendees. |
|
The 6th time of the 4th term 2025.05.06 |
Proposal for Manager Promotions and Salary Adjustments for 2025. | The matter is approved by all the attendees. |
|
The 7th time of the 4th term 2025.08.05 |
Personnel Change for the Engineering Management Supervisor of the Operation Production Center | The matter is approved by all the attendees. |
| 2nd employee compensation for managers for 2025. | ||
|
The 8th time of the 4th term 2025.12.23 |
Proposal for the Personnel Change of the QAC Supervisor. | The matter is approved by all the attendees. |